SEEK LIMITED — Governance Information 2005

Apr 18, 2005

SEEK Senior Executive Option Plan

Arnold Bloch Leibler Ref: JMW:LDH 011268113 ::odma\pcdocs\abl\359135\1

TABLE OF CONTENTS

Page no.

1	Definitions and interpretation
	1.1	Definitions
	1.2	Words and expressions
	1.3	Business Days
2		Invitation, Acceptance & Issue of Options
	2.1	Invitation
	2.2	Acceptance
	2.3	Issue of Options
	2.4	No issue price
	2.5	10% threshold
3		Options to Senior Executives
	3.1	Exercise of Issued Options
	3.2 3.3	Board to retain sole discretion Termination of unvested Options
4		Synergy
	4.1	Performance evaluated
	4.2	Board to maintain discretion
	4.3	Synergy Rating Percentages
	4.4	Company to maintain sole discretion to amend Synergy Rating system
5		Vesting
	5.1	Options to vest on Review Dates
	5.2	Calculation
	5.3	Examples
6		Cessation of Employment
	6.1	Within 12 months of commencement
	6.2	Following 12 months of employment
	6.3	Example
	6.4	Exercise of Options
	6.5	Death
	6.6 6.7	Automatic lapse
		Board to maintain discretion
7		Liquidity Event
	7.1	Accelerated Vesting
8		Terms of Exercise of Options
	8.1	Exercise
	8.2	Certificate or holding statement
	8.3	Exercise Price
	8.4	Minimum Exercise Price
	8.5	Quotation of Shares
9		Terms and conditions of Options
	9.1	Transfers
	9.2	Reorganisation – Options
	9.3	Rights Issues
	9.4	Bonus Issues
	9.5	Dividends
	9.6	Voting ………………………………………………………………………………………………
10		Buy Back
	10.1	Board to maintain discretion
	10.2	Buy back in accordance with law
11		Variation of Plan
12		Administration
	12.1	Plan to be administered by Board
13		Governing law

14	Listing Rules
		SCHEDULE 1
		Notice of Acceptance of Offer
	SCHEDULE 2
	2	Option Certificate
		SCHEDULE 3
	3	Notice of Exercise of Options

THIS DOCUMENT is made on

SEEK LIMITED

ACN 080 075 314 of Level 2, 3 Wellington Street, St. Kilda VIC 3182 ("Company")

BACKGROUND

A This document constitutes the Company's Senior Executive Option Plan ("Plan").

AGREED TERMS

1 Definitions and interpretation

$1.1$ Definitions

In this document, unless the context requires otherwise:

"ASIC Instrument" means a class order, practice note or policy statement published by the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited ABN 98 008 624 691 and includes its successor to all or most of the powers, functions and duties of Australian Stock Exchange Limited.

"Board" means the Board of Directors from time to time of the Company.

"Business Day" has the meaning given to it in the Listing Rules.

"Cessation Date" means the date, as determined by the Company, that a Senior Executive ceases to be employed by a Group Company (or ceases to be employed by a Group Company as a Senior Executive).

"Cessation Period" means the period ending on the Cessation Date for a Senior Executive and commencing on the immediately preceding Review Date.

"Commencement Date" for a Senior Executive means the Issue Date in respect of the Options issued to that Senior Executive or any other date as determined by the Company.

"Company" means SEEK Limited (ACN 080 075 314).

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the Directors from time to time of the Company.

"Exercise Price" in respect of an Option, means the price determined in accordance with clause 8.3.

"Expert" means the person appointed at any time and from time to time by the Board (being a person reasonably believed by the Board to be a competent valuer) to determine the Market Value of an Option.

"Financial Year" means each 12 month period ending on 30 June.

"Group Company" means any Related Body Corporate of the Company.

"Issue Date" means the date upon which the Issued Options are issued.

"Issued Options" means the number of Options issued to a Senior Executive, as determined by the Company, in respect of an Options Period.

"Liquidity Event" means:

• a disposal of the whole or substantially the whole of the property, business and $(a)$ undertaking of the Company;
• a disposal by the holders of 100% of the Shares in the Company of their Shares; $(b)$
• $(c)$ the acquisition by a shareholder, or a number of shareholders, in the Company of all of the remaining Shares - other than in the context of a solvent reconstruction where underlying beneficial ownership remains substantially unchanged; or
• $(d)$ any other event reasonably determined by the Company to constitute a Liquidity Event.

"Listing Rules" means the listing rules of the ASX and any other rules of the ASX which apply to the Company from time to time, except to the extent of any express written waiver by the ASX.

"Market Value" in relation to a Share, means -

• $(a)$ the weighted average market price of Shares traded on ASX during the five consecutive trading days up to and including the date determined by the Board; or
• $(b)$ if the Shares are not quoted on ASX, the amount determined by the Board as being the market value of the Share, calculated having regard to such matters and factors as the Board may consider to be relevant to the Company including (without limitation) -
• $(i)$ the profitability of the Company:
• future prospects and opportunities; $(ii)$
• $(iii)$ recent transactions and developments of other companies of a similar type or engaged in a similar business to that of the Company; or
• the value as determined by the Expert (applying generally accepted $(iv)$ valuation methods) provided that the decision as to whether or not to engage an Expert shall rest entirely in the discretion of the Board.

"Option" means an option to acquire Shares pursuant to the Plan.

"Options Period" means the period of 4 years commencing on a Commencement Date.

"Plan" means this Seek Senior Executive Option Plan as amended from time to time;

"Related Body Corporate" has the meaning given to that term in the Corporations Act.

"Review Date" means, subject to clause 4.2, 30 June in each Financial Year.

"Senior Executive" means those employees of the Company as are nominated by the Company as 'senior executives' eligible to participate in this Plan.

"Share" or "Security" means a fully paid ordinary share in the capital of the Company;

"Staff Option Plan" or "Staff Plan" means the Company's Staff Option Plan, issued on or about February 2000 as amended or varied from time to time.

"Synergy Rating Percentage" has the meaning given to it in clause 4.3.

"Syneray Rating" means a rating under the Synergy Rating System adopted by the Company, as amended from time to time by the Company.

$1.2$ Words and expressions

In this document, unless the context requires otherwise:

• the singular includes the plural and vice versa: $(a)$
• words denoting any gender include all genders; $(b)$
• where a word or phrase is defined, its other grammatical forms have a $(c)$ corresponding meaning:
• $(d)$ a reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure to or of this document;
• a reference to this document includes any schedules or annexures; $(e)$
• $(f)$ headings are for convenience and do not affect interpretation;
• $(q)$ the background or recitals to this document are adopted as and form part of this document:
• $(h)$ a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time:
• a reference to "\$", "A\$" or "dollar" is a reference to Australian currency: $(1)$
• a reference to a time is a reference to Australian Eastern Standard Time: $\mathbf{f}$
• a reference to a party includes its executors, administrators, successors, $(k)$ substitutes (including persons taking by novation) and permitted assigns;
• $($ l a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form;
• words and expressions denoting natural persons include bodies corporate, $(m)$ partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
• $(n)$ a reference to any legislation or to any provision of any legislation includes:
• $(i)$ any modification or re-enactment of the legislation;
• $(ii)$ any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and
• where relevant, corresponding legislation in any Australian State or $(iii)$ Territory;
• no rule of construction applies to the disadvantage of a party because that party $\overline{O}$ was responsible for the preparation of this document or any part of it; and
• the words "including", "for example", "such as" or other similar expressions (in $(D)$ any form) are not words of limitation.

$1.3$ Business Days

Except where otherwise expressly provided, where under or pursuant to this Plan or anything done under this Plan the day on or by which any act, matter or thing is to be

done is a day other than an Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day.

$\mathbf{2}$ Invitation, Acceptance & Issue of Options

$2.1$ Invitation

Subject to clause 2.5, the Company will issue an invitation (in such form as the Company determines) to Senior Executives inviting Senior Executives to apply for Options specified in the invitation in accordance with the terms of this document.

$2.2$ Acceptance

A Senior Executive can accept the Company's invitation by delivering the Company a notice in the form of schedule 1.

2.3 Issue of Options

Upon receipt of a duly signed acceptance from a Senior Executive as referred to in clause 2.2, the Company shall issue to a Senior Executive the Options applied for and shall dispatch to a Senior Executive a certificate for those Options, in the form of schedule 2, within 15 Business Days of the Issue Date.

$2.4$ No issue price

No issue price shall be payable by a Senior Executive for the issue of Options in accordance with this clause 2, unless otherwise determined by the Board.

$2.5$ 10% threshold

The total number of combined Options on issue pursuant to this Plan and the Staff Plan will not exceed or be capable of exceeding 10% of the total number of Shares on issue at any time in the capital of the Company.

3 Options to Senior Executives

$3.1$ Exercise of Issued Options

The Issued Options may only be exercised if all of the following conditions are satisfied:

• $(a)$ the Options have vested in accordance with clauses 5, 6.2 or 7; and
• $(b)$ the Options are exercised in accordance with clause 8.

$3.2$ Board to retain sole discretion

The Board shall retain sole discretion in determining:

• who is eligible for appointment as a Senior Executive; $(a)$
• the number of Options to be issued to Senior Executives; and $(b)$
• the Synergy Ratings and the maintenance and operation of the Synergy Rating $(c)$ system.

$3.3$ Termination of unvested Options

If any Option does not become vested in accordance with any of clauses 5, 6.2 or 7, it will automatically terminate and the relevant Senior Executive will have no rights against the Company in respect of that Option, as and from 5.00p.m. on the last day of the Option Period applicable to that Option.

4 Synergy

$4.1$ Performance evaluated

Subject to clause 4.2, the Company will review the performance of Senior Executives at or about each Review Date, in accordance with such policies and standards as are applicable at the relevant time, and will accord Senior Executives with a Synergy Rating in respect of the Financial Year ending on the Review Date.

$4.2$ Board to maintain discretion

If a Senior Executive commences employment (or becomes a Senior Executive) in the period prior to a Review Date, such that the Company determines that it is not appropriate for that Senior Executive to have a Synergy Rating review as at that Review Date, then the Company may elect to defer that Senior Executive's first Review Date (for the purposes of the Options issued to that Senior Executive) to the Review Date in the following year. In this case, on that later Review Date, Options will vest in the Senior Executive in the period from the Commencement Date to that later Review Date, as described in clause 5.1.

4.3 Synergy Rating Percentages

The Synergy Rating Percentage of a Senior Executive in respect of a Financial Year will be determined by reference to the Synergy Rating that the Senior Executive obtains in respect of that Financial Year, as follows:

• for any Synergy Rating other than SP, HP or EP the Synergy Rating $(a)$ Percentage will be 0%:
• $(b)$ for a Synergy Rating of SP - the Synergy Rating Percentage will be 70%;
• for a Synergy Rating of HP the Synergy Rating Percentage will be 85%; and $(c)$
• $(d)$ for a Synergy Rating of EP - the Synergy Rating Percentage will be 100%.

4.4 Company to maintain sole discretion to amend Synergy Rating system

The Company maintains the sole discretion to:

• $(a)$ amend the Synergy Rating system as it sees fit; and
• $(b)$ to alter this Plan or its application as a result of any such amendment, including without limitation, by altering the Synergy Rating Percentages referable to particular Synergy Ratings.

5 Vesting

$5.1$ Options to vest on Review Dates

Issued Options will vest over a four year period commencing on the issue of the Issued Options (or such other date as the Board determines). Vesting of Options will take effect on Review Dates during that four year period in accordance with the provisions of this Clause 5 and subject always to the limitations and restrictions on vesting and exercise contained in this Plan, including, without limitation clauses 6 and 7.

$5.2$ Calculation

The number of Options that will vest on a Review Date for a Senior Executive will be calculated in accordance with the following formula:

months $n = TIO \times$ Synergy Rating Percentage $\times$

48

where:

• n is the number of Issued Options that will vest on a Review Date for a Senior $(a)$ Executive:
• $(b)$ TIO is the total number of Issued Options issued to that Senior Executive:
• Synergy Rating Percentage is the Synergy Rating Percentage referable to that $(c)$ Senior Executive on that Review Date: and
• $(d)$ months is:
• ${i}$ for the first Review Date – the number of complete calendar months between the Commencement Date and the Review Date (inclusive);
• $(ii)$ for each subsequent Review Date which occurs prior to the date 4 years after the Commencement Date - 12: and
• for the first Review Date which occurs after the date 4 years after the $(iii)$ Commencement Date - the number of complete calendar months from the immediately preceding Review Date to the date 4 years after the Commencement Date. (For the avoidance of doubt, if the date 4 years after the Commencement Date is 30 June 2008, and the first Review Date after that date is 30 June 2009 - then the number of months in the formula for the purposes of the 30 June 2009 Review Date would be zero. as the date 4 years after the Commencement Date, and the date of the immediately preceding Review Date would be the same date: and
• on any other Review Date zero (and the value of n shall also be zero). $(iv)$

5.3 Examples

By way of example of the calculation of the vesting of Options pursuant to this Clause 5. if 'Peter' were issued 50,000 Options, and the Commencement Date for Peter was 1 July 2004, and Peter obtained the Synergy Ratings shown in the example below, the following numbers of Options would vest on Peter's Review Dates.

Commencement Date	Options that vest on the Review Date
1 July 2004
First Review Date 30 June 2005 Peter's Synergy Rating: HP	n = 50,000 x 85% x 12/48 = 10,625 10,625 Options would vest on the first Review Date
Second Review Date 30 June 2006 Peter's Synergy Rating: EP	$n = 50,000 \times 100\% \times 12/48 = 12,500$ 12,500 Options would vest on the second Review Date
Third Review Date 30 June 2007 Peter's Synergy Rating: NI	An NI Synergy Rating would give rise to a 0% Synergy Rating Percentage therefore no Options would vest on this Review Date
Fourth Review Date 30 June 2008 Peter's Synergy Rating: SP	$n = 50,000 \times 70\% \times 12/48 = 8,750$ 8,750 Options would vest on the fourth Review Date

If 'Lisa' commenced employment on 1 January 2005, was issued with 30,000 Options, and obtained the Synergy Ratings shown in the example below, the following numbers of Options would vest on Lisa's Review Dates.

Commencement Date 1 January 2005	Options that vest on the Review Date
First Review Date 30 June 2005 Lisa's Synergy Rating: HP	$n = 30,000 \times 85\% \times 6/48 = 3,187$ 3,187 Options would vest on the first Review Date
Second Review Date 30 June 2006 Lisa's Synergy Rating: EP	$n = 30,000 \times 100\% \times 12/48 = 7,500$ 7,500 Options would vest on the second Review Date
Third Review Date 30 June 2007 Lisa's Synergy Rating: MP	An MP Synergy Rating would give rise to a 0% Synergy Rating Percentage therefore no Options would vest on this Review Date
Fourth Review Date 30 June 2008 Lisa's Synergy Rating: SP	$n = 30,000 \times 70\% \times 12/48 = 5,250$ 5,250 Options would vest on the fourth Review Date
Fifth Review Date 30 June 2009 Lisa's Synergy Rating: EP	$n = 30,000 \times 100\% \times 6/48 = 3,750$ 3,750 Options would vest on this Review Date

The vesting of Options as shown in these examples is subject always to the limitations and restrictions on vesting and exercise contained in this Plan, including, without limitation clauses 6 and 7.

Cessation of Employment 6

$6.1$ Within 12 months of commencement

Subject to clause 6.7, if a Senior Executive ceases to be employed within 12 months of their Commencement Date, all Options shall lapse, irrespective of whether or not those Options have vested pursuant to the provisions of clause 5.

$6.2$ Following 12 months of employment

Subject to clause 6.7, if a Senior Executive ceases employment after the date which is 12 months after their Commencement Date, then on that cessation, the following numbers of Options will vest in that Senior Executive for the Cessation Period based on their most recent Synergy Rating Percentage:

$$
NCP = TIO \times most recent Synergy Rating Percentage \times \frac{months}{48}
$$

where:

NCP is the number of Options which will vest in the Senior Executive on $(a)$ cessation of his or her employment in respect of the Cessation Period;

• TIO means the total number of Issued Options in respect of that Senior $(b)$ Executive:
• $(c)$ most recent Synergy Rating Percentage means the Synergy Rating Percentage obtained by that Senior Executive on the Review Date immediately preceding the Cessation Date: and
• $(d)$ months means the number of complete calendar months between the Cessation Date and the immediately preceding Review Date.

6.3 Example

Vanessa's Commencement Date is February 1, 2005. The Company issues her with 40,000 Options. Some years later, Vanessa decides to leave the Company. Her Cessation Date is December 15, 2007. Vanessa received a Synergy Percentage Rating of SP at her most recent Review Date (June 30, 2007). On Vanessa's Cessation Date, the following number of Options will yest in respect of the Cessation Period:

$NCP = 40.000 \times 70\% \times 5/48 = 2.800$

2,800 Options will vest on Vanessa's Cessation Date.

It is important to note that Vanessa cannot include the month of December in the her Cessation Period, given that this is the month in which her Cessation Date falls.

6.4 Exercise of Options

Within 30 days after the Cessation Date, the Senior Executive may elect to exercise any or all of the Options which have vested in that Senior Executive but have not yet been exercised. Any Options which have vested but have not been exercised by the Senior Executive after this time shall automatically lapse.

6.5 Death

Notwithstanding anything to the contrary contained in this Plan, upon the death of a Senior Executive:

• $(a)$ all Options which have not yet vested shall automatically lapse;
• the following numbers of Options will vest in that Senior Executive for the period $(b)$ from the most recent Review Date to the date of that Senior Executive's death based on their most recent Synergy Rating Percentage:

months $NCP = TIO \times most recent Synergy Rating Percentage \times$ 48

where:

• NCP is the number of Options which will vest in the Senior Executive on ${|}$ the date of his or her death in respect of the period from his or her most recent Review Date to the date of his or her death:
• $(ii)$ TIO means the total number of Issued Options in respect of that Senior Executive:
• most recent Synergy Rating Percentage means the Synergy Rating $(iii)$ Percentage obtained by that Senior Executive on the Review Date immediately preceding the date of his or her death; and
• $(iv)$ months means the number of complete calendar months between the date of the Senior Executive's death and the immediately preceding Review Date;
• $(c)$ the executor of that Senior Executive's estate or the nominated beneficiary or beneficiaries under that estate may, for a period of 12 months after the death of

the Senior Executive exercise any or all of the Options which have vested in that Senior Executive but have not vet been exercised: and

$(d)$ any Options which have vested but have not been exercised by the Executor or nominated beneficiaries in accordance with clause (c), shall automatically lapse.

6.6 Automatic lapse

All Options shall automatically lapse if not exercised pursuant to clause 8 within six years of their Issue Date.

$6.7$ Board to maintain discretion

Notwithstanding anything to the contrary contained in this Plan, the Company may in its absolute discretion allow a Senior Executive that is no longer employed by the Company to exercise some or all of the Options held by that Senior Executive that had not, as at the date that the Senior Executive ceased to be employed by the Company, been exercised by that Senior Executive.

7 Liquidity Event

$7.1$ Accelerated Vesting

• On the occurrence of a Liquidity Event: $(a)$
• the Company will attempt to procure that each Senior Executive receives $\langle$ i) an equivalent benefit to the benefit held by that Senior Executive before the occurrence of the Liquidity Event in the form of Options, from the entity that acquires the assets of the Company, the merged entity (into which the Company has been merged) or the acquirer of the shares in the Company (as applicable depending on the nature of the relevant Liquidity Event); and
• $(ii)$ if the Company cannot procure an equivalent benefit as described in clause 7.1(a)(i), each Senior Executive will receive accelerated vesting of Options in respect of the period of 18 months from the date of the Liquidity Event calculated in accordance with the following formulae.
  • $(A)$ If the Senior Executive has had a Review Date after that Senior Executive's Commencement Date, but before the date of the Liquidity Event:

NAVO = TIO x most recent Synergy Rating Percentage x $\frac{18}{15}$

where:

• NAVO is the number of Options which will vest on an $(1)$ accelerated basis in the Senior Executive on the occurrence of the Liquidity Event;
• $(2)$ TIO is the total number of Issued Options for that Senior Executive; and
• $(3)$ most recent Synergy Rating Percentage is the Synergy Rating Percentage referable to that Senior Executive on the Review Date immediately preceding the date of the Liquidity Event.
• If the Senior Executive has not had a Review Date after that $(B)$ Senior Executive's Commencement Date, but before the date of the Liquidity Event:

$$
NAVO = TIO \times 80\% \times \frac{18}{48}
$$

where:

• $(1)$ NAVO is the number of Options which will vest on an accelerated basis in the Senior Executive on the occurrence of the Liquidity Event;
• $(2)$ TIO is the total number of Issued Options for that Senior Executive: and
• 80% reflects an assumed Synergy Rating of HP for that $(3)$ Senior Executive (given that no actual Synergy Rating has been conducted or obtained).
• The number of Options calculated in accordance with the above formulae will be $(b)$ deemed to have vested on the Business Day immediately preceding the Liquidity Event.
• For the avoidance of doubt, nothing in this clause 7 limits or otherwise affects the $(c)$ vesting of Options in the normal course pursuant to clause 5.

8 Terms of Exercise of Options

$8.1$ Exercise

Options are exercisable by a Senior Executive completing and signing a notice of exercise of options form, as described in schedule 3, and lodging it with the Company (or as otherwise determined from time to time by the Company), together with payment to the Company by cheque marked "Not Negotiable" of an amount equal to the Exercise Price for the Options being exercised. Subject to the terms and conditions of this Plan, upon exercise, each Option shall entitle the Senior Executive to be issued with one ordinary Share in the capital of the Company.

$8.2$ Certificate or holding statement

Subject to clause 8.1, upon receipt by the Company of the Exercise Price relevant to the number of Options which the Senior Executive is entitled to be issued with, the Company shall, as soon as practicable after such receipt, issue to the Senior Executive a certificate or holding statement in respect of the Shares so issued.

8.3 Exercise Price

Subject to clauses 8.4 and 9.2, the Exercise Price in respect of each Option shall be:

• $(a)$ the Market Value on the Issue Date which shall be set out in the invitation referred to in clause 2.1 and in the option certificate referred to in clause 2.3; or
• such other amount as determined by the Company in its absolute discretion and $(b)$ set out in the invitation referred to in clause 2.1 and in the option certificate referred to in clause 2.3.

8.4 Minimum Exercise Price

Subject to the Listing Rules, the minimum Exercise Price for the underlying Security must be \$0.20 each.

8.5 Quotation of Shares

If Shares of the Company are quoted on the ASX at the relevant time, the Company will make application to the ASX for quotation of the ordinary Shares issued on the exercise of the Options.

9 Terms and conditions of Options

$9.1$ Transfers

Options cannot be transferred or otherwise disposed of except with the prior written consent of the Company.

$9.2$ Reorganisation - Options

• The Board may, at its discretion, reorganise Options, including by consolidating, $(a)$ subdividing or otherwise, and may in that context make any adjustments to the numbers of Options or the Exercise Prices of the Options (or both), so that, in the reasonable determination of the Board, the benefits conferred on Senior Executives after such reorganisation are the same as the benefits conferred on the Senior Executives prior to the reorganisation.
• $(b)$ In the event of any reorganisation of the Company including, without limitation;
• ${i}$ consolidation;
• $(ii)$ sub-division;
• $(iii)$ reduction or return of the issued capital of the Company; or
• $(iv)$ a combination of any of the above,

the Board shall, subject to the Listing Rules, adjust the number of Options or the Exercise Price of the Options (or both), as it deems appropriate so that the benefits conferred on a Senior Executive after a reorganisation of capital are the same as the benefits conferred on a Senior Executive prior to the reorganisation but which will not confer on Senior Executives any benefit to which the holders of Shares in the Company will not be entitled. This clause does not prevent a rounding of entitlements if sanctioned by any meeting of members approving the reorganisation of capital.

$9.3$ Rights Issues

Senior Executives shall not be entitled to participate in any rights issues by the Company prior to the exercise of the Options and neither the Exercise Price of any Options or the rights attaching to those Options, shall be adjusted on account of any rights issues made by the Company.

$9.4$ Bonus Issues

In the event that the Company makes a bonus issue of Shares to ordinary shareholders Senior Executives shall receive a bonus issue of Options, such that the proportion which the number of Options held by a Senior Executive bears to the number of Shares on issue is the same both prior to and following the bonus issue of Shares.

$9.5$ Dividends

Options shall not confer a right to participate in any distribution of profits of the Company as dividends.

$9.6$ Voting

Options shall not confer:

• a right to notices of general meetings, except as may be required by law; nor $(a)$
• $(b)$ a right to attend or speak at general meetings of the Company; nor
• $(c)$ a right to vote at any such general meetings of the Company.

10 Buy Back

$10.1$ Board to maintain discretion

The Board may, in its absolute discretion but subject to clause 6, at any time determine (in accordance with the requirements of the Constitution, the Corporations Act and the Listing Rules) to revoke, cancel or make arrangements to buy back all or any Options issued pursuant to the Plan, whether or not those Options have vested or have not yet vested, including Options issued to a Senior Executive that is no longer employed by the Group, at a price being not less than the Market Value of the Options.

$10.2$ Buy back in accordance with law

Following a determination of the Board pursuant to clause 10.1, the buy back of the Options the subject of the determination shall take place in accordance with the requirements of the Constitution, the Corporations Act and, if applicable, the Listing Rules.

Variation of Plan $11$

• $(a)$ Subject to the Listing Rules and Clause 11(b), the Board shall have the power to amend or vary this Plan.
• $(b)$ Where a proposed amendment or variation to this Plan will, or is likely to, in the reasonable opinion of the Board, have a material adverse effect on the rights or interests of Senior Executives, then such amendment or variation shall require the approval of Senior Executives who hold in aggregate 50% or more of the Options on issue to Senior Executives which have not yet been exercised (including both vested Options and Options which have not yet vested). This clause does not apply to an amendment or variation required for the purpose of complying with or conforming with any law, or to correct any error or mistake or to enable the Company to comply with the Corporations Act, the Constitution or the Listing Rules.

Administration 12

$12.1$ Plan to be administered by Board

This Plan shall be administered by the Board and any determination by the Board in respect of the operation of this Plan shall be final and binding on all Senior Executives.

Without limiting the generality of clause 12.1, the Board has the powers, among other things, to:

• determine appropriate procedures for administration of this Plan: $(a)$
• resolve conclusively all questions of fact or interpretation in connection with this $(b)$ Plan:
• terminate or suspend the operation of the Plan; and $(c)$
• $(d)$ delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of any of its powers or discretions arising under this Plan.

13 Governing law

This document will be governed by and construed in accordance with the laws in force in the State of Victoria.

Listing Rules 14

Notwithstanding anything contained in this Plan, while the Company is admitted to the official list of the ASX, the Company:

• shall not knowingly commit or allow to be knowingly committed any breach, $(a)$ contravention or failure to comply with the Listing Rules; and
• $(b)$ to the extent to which any provision of this Plan is inconsistent with the provisions of the Listing Rules, the provisions of the Listing Rules will prevail.

Notice of Acceptance of Offer $\mathbf{1}$

TO: Secretary SEEK Limited (ACN 080 075 314) (the "Company")

This document constitutes notice of acceptance, in accordance with clause 2.2 of the SEEK Senior Executive Option Plan ("Plan"), of my acceptance of the Company's offer of #[insert]# Options pursuant to the terms of the Plan.

Please issue me with an Option Certificate at your earliest convenience.

DATED the ...................................

Signed ....................................

Option Certificate $\overline{2}$

SEEK LIMITED (ACN 080 075 314)
(the "Company")

Option Register: Victoria

REGISTER
SENIOR EXECUTIVE NO.	ISSUE DATE	CERTIFICATE NO.
	/2004
SENIOR EXECUTIVE NAME & ADDRESS	NO. OF OPTIONS
#{insert}#	#[insert]#

PERFORMANCE CONTINGENCIES. HURDLES AND TARGETS	EXERCISE PRICE
AS OUTLINED IN SENIOR EXECUTIVE OPTION PLAN #IinsertI#	\$ #[insert]#

SCHEDULE 3

3 Notice of Exercise of Options

TO: Secretary SEEK Limited (ACN 080 075 314) (the "Company")

...................................... $\mathbf{I}$

evidenced by Option Certificate No ...................................

This document constitutes a notice in accordance with clause 8.2 of the SEEK Senior Executive

Option Plan.

I hereby request that the Company:

• exercise .................................... ${i}$
• $(i)$ issue to me of an equivalent number of fully paid ordinary shares in the capital of the Company; and
• place my name on the register of members of the Company in respect of $(ii)$ the ordinary shares issued to me.

I enclose a cheque in the sum of \$#[insert]# which is the Exercise Price required to exercise the Options.

Please forward any share certificate to the address set out below

DATED the....................................

Signed ....................................

Address ...................................